TIDMATM
RNS Number : 7582Z
AfriTin Mining Ltd
16 September 2022
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF AFRITIN MINING LIMITED.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
APPIX.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014
WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL)
ACT 2018, AS AMED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
For immediate release
16 September 2022
AfriTin Mining Limited
("AfriTin" or the "Company")
Result of Placing and Subscription
AfriTin Mining Limited (AIM: ATM), an African tech-metals mining
company with a portfolio of mining and exploration assets in
Namibia, is pleased to announce the successful completion of the
Placing and Subscription announced on 15 September 2022, subject
only to Admission (and in the case of the Subscription, subject to
the receipt of proceeds).
Following strong demand in the bookbuild, the total gross
proceeds from the Placing has increased from US$7.5 million to
US$12.8 million (GBP11.1 million) resulting in aggregate gross
proceeds from the Fundraising of US$22.8 million. The incremental
Placing proceeds will be used to further expand the Uis resource
drilling programme, Brandberg West development and for general
corporate purposes.
A total of 222,701,660 new Ordinary Shares ("Placing Shares")
have been conditionally placed with new and existing institutional
investors pursuant to the Placing by Hannam & Partners and
Stifel Nicolaus Europe Limited (the "Joint Bookrunners"), at a
price of 5 pence per new Ordinary Share (the "Placing Price"),
conditional inter alia upon their admission to trading on AIM. In
addition, The Orange Trust has also subscribed for a total of
173,320,000 new Ordinary Shares (the "Subscription Shares"), at the
Placing Price (the "Subscription"), conditional inter alia upon
their admission to trading on AIM and receipt of proceeds.
A total of 396,021,660 new Ordinary Shares will therefore be
issued pursuant to the Placing and Subscription, raising gross
proceeds of GBP19.8 million (approximately US$22.8 million). The
Placing Shares and Subscription Shares together represent
approximately 26 per cent. of the Company's enlarged ordinary share
capital after the completion of the Fundraising.
The Placing Price represents an 8 per cent. discount to the
mid-market closing price on 15 September 2022.
The new Ordinary Shares to be issued pursuant to the Placing and
Subscription will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing Ordinary Shares
of the Company, including the right to receive all dividends or
other distributions made, paid or declared in respect of such
shares after the date of issue of the new Ordinary Shares.
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the announcement made on 15
September 2022.
Anthony Viljoen, CEO of AfriTin Mining Limited commented:
" On behalf of the board, I am delighted to announce completion
and upsizing of the Placing and Subscription portion of the wider
US$48.3 million Proposed Funding Package (now US$53.6m as a result
of the upsizing), referred to in our announcement yesterday.
Bringing on additional funding partners to complete this package,
alongside Standard Bank, has the potential to position AfriTin at
the forefront of the tech metals sector.
"We are excited to open up a new province in Namibia targeting a
globally significant lithium resource, bring our lithium and
tantalum revenue streams online, alongside significantly
accelerating our existing tin operation for its next phase of
development.
"We would like to sincerely thank all our existing shareholders
for their continued support and welcome our new shareholders as we
start this next chapter and look to fully unlock AfriTin's
potential."
Participation by Directors
Certain Directors have participated in the Placing to raise
gross proceeds of GBP230,000, as set out below.
Details of the Directors' participation in the Placing are as
follows:
Director Existing Holding New Ordinary Resultant holding Resultant holding
of Ordinary Shares to be of Ordinary as a % of the
Shares issued pursuant Shares immediately enlarged share
to the Placing following Admission capital following
Admission and
Subscription
Admission
Anthony
Viljoen 11,296,690 4,000,000 15,296,690 1.00%
----------------- ----------------- --------------------- -------------------
Michael
Rawlinson 3,205,542 600,000 3,805,542 0.25%
----------------- ----------------- --------------------- -------------------
The FCA notifications, made in accordance with the requirements
of MAR, are appended below.
Participation by Existing Substantial Shareholders and Related
Party Transactions
Canaccord Genuity Wealth Management ("Canaccord") will acquire
37,000,000 new Ordinary Shares at the Placing Price for gross
proceeds of GBP1,850,000. Details of Canaccord's participation in
the Placing is as follows:
Substantial Existing Holding New Ordinary Resultant holding Resultant holding
Shareholder of Ordinary Shares to be of Ordinary as a % of the
Shares issued pursuant Shares immediately enlarged share
to the Placing following Admission capital following
both Admission
and Subscription
Admission
Canaccord
Genuity
Wealth
Limited 120,505,743 37,000,000 157,505,743 10.34%
----------------- ----------------- --------------------- -------------------
By virtue of Canaccord's holdings being more than 10 per cent.
of the existing issued ordinary share capital of the Company, they
are classified as a related party of the Company and its
participation in the Placing is considered a 'related party
transaction' under Rule 13 of the AIM Rules.
Glen Parsons, Terrance Goodlace and Laurence Robb, having not
participated in the Subscription or the Placing, are independent of
the Placing and consider, having consulted with WH Ireland Limited
("WH Ireland"), the Company's Nominated Adviser, that the terms of
the participation by Canaccord in the Placing are fair and
reasonable insofar as shareholders are concerned.
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM ("Admission"). It
is expected that Admission will take place at 8.00 a.m. on 21
September 2022 (or such date as may be agreed between the Company
and the Joint Bookrunners, being no later than 30 September 2022).
Application has also been made to the London Stock Exchange for the
Subscription Shares to be admitted to trading on AIM ("Subscription
Admission"). It is expected that the Subscription Admission will
occur on or around 29 September 2022. The Placing is conditional
upon, amongst other things, Admission becoming effective. The
Placing is also conditional on the Placing Agreement not being
terminated in accordance with its terms prior to Admission. The
Placing is not conditional upon The Orange Trust Subscription
completing. The Orange Trust Subscription is conditional on the
Placing becoming unconditional and not being terminated, on the
Subscription Admission and the receipt of the Subscription
proceeds. Neither the Placing nor the Subscription are conditional
upon the Orion Financing or the DBN Debt Financing (both as defined
in the announcement of the Proposed Funding Package and Production
Update released yesterday).
Following Admission of the Placing Shares the Company's issued
ordinary share capital will consist of 1,344,543,344 Ordinary
Shares, with the right to one vote each. The Company will hold no
Ordinary Shares in treasury. Therefore, the total number of
Ordinary Shares and voting rights in the Company will be
1,344,543,344. With effect from Admission, this figure may be used
by shareholders in the Company as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
share capital of the Company under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
Following Admission of the Subscription Shares the Company's
issued ordinary share capital will consist of 1,517,863,344
Ordinary Shares, with the right to one vote each. The Company will
hold no Ordinary Shares in treasury. Therefore, the total number of
Ordinary Shares and voting rights in the Company will be
1,517,863,344. With effect from the Subscription Admission, this
figure may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the share capital of the Company under the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.
AfriTin Mining Limited +27 (11) 268 6555
Anthony Viljoen, CEO
Nominated Adviser +44 (0) 207 220 1666
WH Ireland Limited
Katy Mitchell
Corporate Advisor and Joint
Broker
H&P Advisory Limited
Andrew Chubb
Jay Ashfield
Matthew Hasson +44 (0) 20 7907 8500
Stifel Nicolaus Europe Limited
Ashton Clanfield
Callum Stewart
Varun Talwar +44 (0) 20 7710 7600
Tavistock Financial PR (United
Kingdom) +44 (0) 207 920 3150
Emily Moss
Cath Drummond
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Anthony Viljoen
---------------------------------- ----------------------------------
2 Reason for the notification
----------------------------------------------------------------------
a) Position/status Chief Executive Officer
---------------------------------- ----------------------------------
b) Initial notification/ Initial notification
Amendment
---------------------------------- ----------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------
a) Name AfriTin Mining plc
---------------------------------- ----------------------------------
b) LEI
* 213800FKOXWBL6JBVH90
---------------------------------- ----------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
----------------------------------------------------------------------
a) Description Ordinary share
of the financial
instrument,
type of instrument GG00BD95V148
Identification
code
---------------------------------- ----------------------------------
b) Nature of Purchase of shares
the transaction
---------------------------------- ----------------------------------
c) Price(s) and Price(s) Volume(s)
volume(s) 5p 4,000,000
----------
---------------------------------- ----------------------------------
d) Aggregated
information 4,000,000
* Aggregated volume
GBP200,000
* Price
---------------------------------- ----------------------------------
e) Date of the 16 September 2022
transaction
---------------------------------- ----------------------------------
f) Place of the XLON, AIM
transaction
---------------------------------- ----------------------------------
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Michael Rawlinson
---------------------------------- ----------------------------------
2 Reason for the notification
----------------------------------------------------------------------
a) Position/status Non-Executive Director
---------------------------------- ----------------------------------
b) Initial notification/ Initial notification
Amendment
---------------------------------- ----------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------
a) Name AfriTin Mining plc
---------------------------------- ----------------------------------
b) LEI
* 213800FKOXWBL6JBVH90
---------------------------------- ----------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
----------------------------------------------------------------------
a) Description Ordinary share
of the financial
instrument,
type of instrument GG00BD95V148
Identification
code
---------------------------------- ----------------------------------
b) Nature of Purchase of Ordinary
the transaction Shares
---------------------------------- ----------------------------------
c) Price(s) and Price(s) Volume(s)
volume(s) 5p 600,000
----------
---------------------------------- ----------------------------------
d) Aggregated
information 600,000
* Aggregated volume
GBP30,000
* Price
---------------------------------- ----------------------------------
e) Date of the 16 September 2022
transaction
---------------------------------- ----------------------------------
f) Place of the XLON, AIM
transaction
---------------------------------- ----------------------------------
IMPORTANT NOTICES
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM ANY PART OF AN
OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING
MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF
SUCH JURISDICTIONS.
This Announcement is not for public release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Australia, Canada, South Africa, Japan or
any other jurisdiction in which such release, publication or
distribution would be unlawful.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"US Securities Act"), and may not be offered or sold in the United
States, except pursuant to an applicable exemption from the
registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States, or under the securities
laws of Australia, Canada, South Africa, Japan, or any state,
province or territory thereof or any other jurisdiction outside the
United Kingdom, except pursuant to an applicable exemption from the
registration requirements and in compliance with any applicable
securities laws of any state, province or other jurisdiction of
Australia, Canada, South Africa or Japan (as the case may be).
No public offering of the Placing Shares is being made in the
Australia, Canada, South Africa or Japan or elsewhere.
No action has been taken by the Company, WH Ireland Limited ("WH
Ireland"), H&P or Stifel or any of their respective affiliates,
or any of its or their respective directors, officers, partners,
employees, advisers and/or agents (collectively, "Representatives")
that would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons receiving this Announcement
are required to inform themselves about and to observe any
restrictions contained in this Announcement. Persons (including,
without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action. Persons
distributing any part of this Announcement must satisfy themselves
that it is lawful to do so.
This Announcement is directed at and is only being distributed
to: (a) if in a member state of the EEA, persons who are qualified
investors ("EEA Qualified Investors"), being persons falling within
the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "EU
Prospectus Regulation"); or (b) if in the United Kingdom, persons
who are qualified investors ("UK Qualified Investors"), being
persons falling within the meaning of Article 2(e) of Prospectus
Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the "UK
Prospectus Regulation"), and who are (i) persons falling within the
definition of "investment professional" in Article 19(5) of the
Financial Services And Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order") or (ii) persons who fall within
Article 49(2)(a) to (d) (high net worth companies, unincorporated
associations, etc.) of the Order, or (c) if in the United States,
persons who are either (i) outside the United States acquiring the
Placing Shares in offshore transactions as defined in, and in
accordance with, Regulation S under the US Securities Act, (ii)
"qualified institutional buyers" as defined in Rule 144a under the
US Securities Act, or (d) if in Australia, persons who are either
(i) "sophisticated investors" within the meaning of Section 708(8)
of the Corporations Act 2001 (Cth) ("Corporations Act"), (ii) an
"experienced investor" meeting the criteria in Section 708(10) of
the Corporations Act or (iii) a "professional investor" within the
meaning of section 708(11) of the Corporations Act; or (e) if in
South Africa, (i) persons whose ordinary business, or persons whose
ordinary business, or part of whose ordinary business, is to deal
in securities, whether as principals or agents; (ii) "the public
investment corporation" as defined in the Public Investment
Corporation Act, No. 23 of 2004 (as amended); (iii) persons
regulated by the Reserve Bank of South Africa; (iv) "authorised
financial services providers" as defined in the Financial Advisory
And Intermediary Services Act, No. 37 of 2002 (as amended); (v)
"financial institutions" as defined in the Financial Services Board
Act, No. 97 Of 1990; (vi) a wholly owned subsidiary of the persons
contemplated in (iii), (iv) and (v), acting as agent in the
capacity of authorised portfolio manager for a pension fund
registered in terms of the Pension Funds Act, No. 24 of 1956 or as
a manager for a collective investment scheme registered in terms of
the Collective Investment Schemes Control Act, No. 45 of 2002;
(vii) any combination of the persons contemplated in (i) to (vi);
and/or persons who, were they to subscribe for securities, would
subscribe for a minimum amount of r1,000,000 per single addressee
acting as principal, or (f) persons to whom it may otherwise be
lawfully communicated (all such persons referred to in (a), (b)
(c), (d), (e) and (f) together being referred to as "Relevant
Persons").
No other person should act on or rely on this Announcement and
persons distributing this Announcement must satisfy themselves that
it is lawful to do so. By accepting the terms of this Announcement,
you represent and agree that you are a Relevant Person. This
Announcement must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to
which this Announcement or the Placing relates is available only to
Relevant Persons and will be engaged in only with Relevant
Persons.
No offering document or prospectus will be made available in any
jurisdiction in connection with the matters contained or referred
to in this Announcement or the Placing and no such prospectus is
required (in accordance with either the EU Prospectus Regulation or
the UK Prospectus Regulation) to be published.
Certain statements in this Announcement are forward-looking
statements with respect to the Company's expectations, intentions
and projections regarding its future performance, strategic
initiatives, anticipated events or trends and other matters that
are not historical facts and which are, by their nature, inherently
predictive, speculative and involve risks and uncertainty because
they relate to events and depend on circumstances that may or may
not occur in the future. All statements that address expectations
or projections about the future, including statements about
operating performance, strategic initiatives, objectives, market
position, industry trends, general economic conditions, expected
expenditures, expected cost savings and financial results, are
forward-looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may
be deemed to be, forward -- looking statements. These
forward-looking statements, which may use words such as "aim",
"anticipate", "believe", "could", "intend", "estimate", "expect",
"may", "plan", "project" or words or terms of similar meaning or
the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties. There are
a number of factors including, but not limited to, commercial,
operational, economic and financial factors, that could cause
actual results, financial condition, performance or achievements to
differ materially from those expressed or implied by these
forward--looking statements. Many of these risks and uncertainties
relate to factors that are beyond the Company's ability to control
or estimate precisely, such as changes in taxation or fiscal
policy, future market conditions, currency fluctuations, the
behaviour of other market participants, the actions of governments
or governmental regulators, or other risk factors, such as changes
in the political, social and regulatory framework in which the
Company operates or in economic or technological trends or
conditions, including inflation, recession and consumer confidence,
on a global, regional or national basis. Given those risks and
uncertainties, readers are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of this Announcement. Each of the Company, H&P
and/or Stifel expressly disclaims any obligation or undertaking to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise unless
required to do so by applicable law or regulation.
WH Ireland Limited, which is authorised and regulated by the
Financial Conduct Authority ("FCA") in the United Kingdom, is
acting as nominated advisor for the purposes of the AIM Rules for
Nominated Advisers and the AIM Rules for Companies exclusively for
the Company and no one else in connection with the Placing and will
not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Placing and will not
be responsible to anyone other than the Company in connection with
the Placing or for providing the protections afforded to their
clients or for giving advice in relation to the Placing or any
other matter referred to in this Announcement.The responsibilities
of WH Ireland, as nominated adviser, are owed solely to the London
Stock Exchange plc and are not owed to the Company or to any
director or any other person and accordingly no duty of care is
accepted in relation to them. No representation or warranty,
express or implied, is made by WH Ireland as to, and no liability
whatsoever is accepted by WH Ireland in respect of, any of the
contents of this Announcement (without limiting the statutory
rights of any person to whom this Announcement is issued).
H&P Advisory Limited, which is authorised and regulated by
the FCA in the United Kingdom, is acting exclusively for the
Company and for no one else in connection with the Placing and will
not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Placing and will not
be responsible to anyone other than the Company in connection with
the Placing or for providing the protections afforded to their
clients or for giving advice in relation to the Placing or any
other matter referred to in this Announcement.
Stifel Nicolaus Europe Limited, which is authorised and
regulated by the FCA in the United Kingdom is acting exclusively
for the Company and for no one else in connection with the Placing
and will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the Placing and will
not be responsible to anyone other than the Company in connection
with the Placing or for providing the protections afforded to their
clients or for giving advice in relation to the Placing or any
other matter referred to in this Announcement.
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by or on
behalf of WH Ireland, H&P and/or Stifel (apart from the
responsibilities or liabilities that may be imposed by the
Financial Services and Markets Act 2000, as amended ("FSMA") or the
regulatory regime established thereunder) and/or by any of their
respective affiliates and/or any of their respective
Representatives as to, or in relation to, the accuracy, adequacy,
fairness or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or their respective advisers or any other
statement made or purported to be made by or on behalf of WH
Ireland, H&P and/or Stifel and/or any of their respective
affiliates and/or by any of their respective Representatives in
connection with the Company, the Placing Shares or the Placing and
any responsibility and liability whether arising in tort, contract
or otherwise therefor is expressly disclaimed. No representation or
warranty, express or implied, is made by WH Ireland, H&P and/or
Stifel and/or any of their respective affiliates and/or any of
their respective Representatives as to the accuracy, fairness,
verification, completeness or sufficiency of the information or
opinions contained in this Announcement or any other written or
oral information made available to or publicly available to any
interested party or their respective advisers, and any liability
therefor is expressly disclaimed.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this Announcement, in whole or in part, is
unauthorised. Failure to comply with this directive may result in a
violation of the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. This Announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. Past performance
is not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
his or her or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, business, financial or tax
advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an
exemption under the EU Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
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END
ROIBKABQFBKKOCD
(END) Dow Jones Newswires
September 16, 2022 04:51 ET (08:51 GMT)
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